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Stockholders' Equity
12 Months Ended
Dec. 31, 2013
Stockholders' Equity  
Stockholders' Equity

Note 23—Stockholders’ Equity

 

Common Stock

 

The Company is authorized to issue 90,000,000 shares of $0.0001 par value common stock, of which 51,571,394 and 51,403,686 shares were issued and outstanding as of December 31, 2013 and 2012, respectively. As of December 31, 2013, there were 336 holders of record of our common stock.

 

In March 2013, the Company received $1,455 for 131,989 shares of common stock issued as discussed in Note 19 as part of the Company’s LTR Plan for managers and executives.  In March 2012, the Company received $1,240 for 111,790 shares of common stock issued under the LTR Plan for bonus amounts earned in the prior year.

 

As part of the Company’s quarterly compensation for the non-employee members of the Board of Directors, the Company issued shares of common stock under the Equity Plan as follows:

 

·                  9,110 shares in August 2013,

·                  12,480 shares in March 2013,

·                  15,280 shares in August 2012,

·                  12,395 shares in February 2012, and

·                  14,825 shares in August 2011.

 

As part of the acquisition of Sprint, the Company issued 62,052 unregistered shares of common stock in March 2012.  Additionally, as part of the acquisition of Q3C, the Company issued 29,273 unregistered shares of stock on January 7, 2013 based on the average December 2012 closing prices, or $14.69 per share for a total value of $430.

 

As discussed in Note 19, on May 3, 2013, the Board of Directors granted 100,000 Units under the Equity Plan.

 

At December 31, 2013, there were 2,417,165 shares of common stock reserved to provide for the grant and exercise of all future stock option grants, SARS, Units and grants of restricted shares under the Equity Plan. Other than the Units discussed above, there were no stock options, SARS or restricted shares of stock issued or outstanding at December 31, 2013.

 

The Company was provided 15,144 shares of Primoris common stock in exchange for the payment of a $300 note receivable associated with the February 2010 sale of the Company’s Ecuador business.  The note was fully reserved in 2010.  The shares, valued at $19.81 per share, were cancelled by the Company and the Company recorded the transaction as non-operating income in March 2013.

 

In May 2012, the Company’s Board of Directors authorized a share repurchase program under which the Company could, from time to time and depending on market conditions, share price and other factors, acquire shares of its common stock on the open market or in privately negotiated transactions up to an aggregate purchase price of $20 million.  During the period from May 2012 through June 2012, the Company purchased and cancelled 89,600 shares of stock for $1.0 million at an average cost of $11.17 per share.  The share repurchase program expired on December 31, 2012.

 

Contingent shares of common stock

 

As discussed in Note 22, a total of 1,589,741 shares of unregistered common stock were issued to the JCG and Rockford sellers for meeting their defined performance targets.

 

Preferred Stock

 

The Company is authorized to issue 1,000,000 shares of $0.0001 par value preferred stock.  No shares of Preferred Stock were outstanding at December 31, 2013 or 2012.